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Home My WebLink AboutCC Municode Administrative Support FeeCP CivicPlus 302 South 4th St. Suite 500 Manhattan, KS 66502 us Quote #: Date: Customer: Q-34793-1 1 /4/2023 10:49 AM SAN RAFAEL, CALIFORNIA Product Name DESCRIPTION QTY TOTAL Municode Administrative Support Fee Municode Administrative Support Fee 1.00 USD 541.50 Full -Service Supplementation Subscription Full Service Supplementation Subscription 1.00 USD 3,503.50 Annual Recurring Supplement Services 4,045.00 1. This Statement of Work ("SOW") is between San Rafael ("Customer") and CivicPlus, LLC ("CivicPlus"), the acquirer and sole owner of Municode, LLC f/k/a Municipal Code Corporation, and incorporates and is subject to the terms and conditions located at Addendum 1 attached to this SOW. 2. This SOW shall begin on 6/1/2023 ("Effective Date") and all the services provided to Customer listed in the above line items (the "Services") shall align to renew annually on each anniversary of the Effective Date ("Renewal Date"). Unless terminated, Customer shall be invoiced for the Annual Recurring Services on each Renewal Date of each calendar year subject to an annual increase each Renewal Term of the greater of 5% or the Consumer Price Index for All Urban Customers ("CPI-U") + 3%. CivicPlus shall, on December 31 of each calendar year, refer to the Unadjusted Percent Change for All items during the most recently published 12-month period by the United States Bureau of Labor Statistics (hftp://bls.gov/news.release/cpi.tol.htm) to determine the CPI-U value. Customer will pay all invoices within 30 days of the date of such invoice. V. PD 06.01.2015-0048 Page 1 of 4 Acceptance By signing below, the parties are agreeing to be bound by the covenants and obligations specified in this SOW. IN WITNESS WHEREOF, the parties have caused this SOW to be executed by their duly authorized representatives as of the dates below. Client CivicPlus By: By: Name: Name: Lindsay Lara Amv Vikander Title: Title: City Clerk Senior Vice President of Customer Success Date: Date: 03/08/2023 V. PD 06.01.2015-0048 Page 2 of 4 Addendum 1 agreement ("Agreement") is explicitly agreed to by the ;tourer listed on the Statement of Work. All terms used in Agreement that are not otherwise defined shall have the nition ascribed to it in the Statement of Work. 1. Scope of Services. The Services provided to Customer under this Agreement are set forth in the CivicPlus Statement of Work signed by the parties (the "SOW"). Customer may purchase additional services for additional cost at any time upon mutual written consent of the Parties, including but not limited to updating the frequency of Supplement updates, additional labor required because of delays, errors or omissions on the part of Customer. Limitations of Services. Annual Recurring Supplement rvice does NOT include. Additional copies, reprints, binders and tab orders; Documents drafted in InDesign or that contain form -based ode requirements, are subject to additional editorial fees; Legal work, creation of fee schedules, gender neutral view/implementation, external linking; Codifying a newly adopted term change legislation. its may be subject to a one-time additional editorial fee. aterial to be reviewed upon receipt; e. Online Code hos id online features, this is listed separately 3. Each document for processing should be its own individual file, named by its ordinance number. Customer should send in all documents to CivicPlus as MS WORD versions or a convertible PDF version. 4. Term and Termination. This Agreement shall remain in ful Force and effect for an initial period of one year commencing on the Effective Date ("Initial Term"), at the end of the Initial Term, this Agreement shall automatically renew for additional one-year terms (each a "Renewal Term"). If either Party does not intend to renew this Agreement, they shall provide sixty days prior notice to the end of the then -current term. Either party may terminate this Agreement for cause in the event the other party materially breaches any term of this Agreement and does not substantially cure such breach within thirty days after receiving notice of such breach. A delinquent Customer account remaining past due for longer than 90 days is a material breach by Customer and is grounds for CivicPlus termination. 3 Compensation. Unless otherwise stated in an SOW >igned by the Customer, the Customer shall pay CivicPlus or the Services annually at the start of each Renewal Term, vithin 30 days of the date an invoice is sent. 3. Integration. This Agreement sets forth the entire agreement between and among the parties with respect to he Services. This Agreement supersedes all prior written or xal agreements between the parties or their predecessors- n-interest with respect to all or any part of the subject matter iereof. ►. Limitation of Liability. CivicPlus' liability arising out of )r related to this Agreement, or any associated SOW, vill not exceed five times the amounts paid by Customer or the Services in the year prior to such claim of liability n no event will CivicPlus be liable to Customer for any :onsequential, indirect, special, incidental, or punitive iamages arising out of or related to this Agreement. If applicable law limits the application of the provisions of this -imitation of Liability section, CivicPlus' liability will be IimitE o the maximum extent permissible. 3. Ownership. Customer shall own all right, title, and interest n and to the code created under this Agreement. Customer s responsible for providing all necessary and correct iocumentation, materials and communication in a timely nanner in order to enable CivicPlus to perform the Services and acknowledges CivicPlus cannot begin performance of he Services until all necessary documentation, materials and communication is received. . Customer acknowledges that any legal analysis provided y CivicPlus is provided to Customer for their use and irection. However, Customer agrees the Services provided )r herein do not review legal codes for legal sufficiency, raw legal conclusions, provide legal advice, opinions or ;commendations about Customer's legal rights, remedies, efenses, options, selection of forms, or strategies, or apply ae law to the facts of any particular situation or establish an ttorney-Customer relationship. CivicPlus is not a law firm nd may not perform services performed by an attorney, nd the Services contemplated herein do not constitute a ubstitute for the advice or services of an attorney. 0. In the event either party is unable to perform its bligations under the terms of this Agreement because of cts of God, strikes, damage or other causes reasonably eyond its control, such party shall not be liable for damages > the other for any damages resulting from such failure to erform or otherwise from such causes V. PD 06.01.2015-0048 Page 3 of 4 Contact Information .all documents must be returned: Master Service Agreement, Statement of Work, and Contact Information Sheet. Organization URL Street Address Address 2 City State Postal Code CivicPlus provides telephone support for all trained clients from 7am —7pm Central Time, Monday -Friday (excluding holidays). Emergency Support is provided on a 24/7/365 basis for representatives named by the Client. Client is responsible for ensuring CivicPlus has current updates. Emergency Contact & Mobile Phone Emergency Contact & Mobile Phone Emergency Contact & Mobile Phone Billing Contact E-Mail Phone Ext. Fax Billing Address Address 2 City State Tax ID # Billing Terms Postal Code Sales Tax Exempt # Account Rep Info Required on Invoice (PO or Job #) Are you utilizing any external funding for your project (ex. FEMA, CARES): Please list all external sources: Contract Contact Email Phone Ext Fax Project Contact Email Phone Ext. Fax V. PD 06.01.2015-0048 Page 4 of 4 Y [ ] or N [ ]